Prospectus Regulation (EU 2017/1129) — Securities Prospectus Law

The Prospectus Regulation (Regulation (EU) 2017/1129) lays down the requirements for the drawing up, approval, and distribution of prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market in the EU. As an EU regulation, it is directly applicable in all Member States and has fully replaced the former Prospectus Directive 2003/71/EC.

The regulation aims to ensure investor protection through comprehensive and comparable information while facilitating access to capital markets — particularly for small and medium-sized enterprises (SMEs). It defines various prospectus types: the standard prospectus, the simplified prospectus for secondary issuances, and the EU Growth prospectus for SMEs — the latter being replaced by the EU Growth issuance prospectus from 5 March 2026.

Through the Listing Act (Regulation (EU) 2024/2809), which entered into force on 4 December 2024, the Prospectus Regulation was fundamentally revised. The reforms aim to simplify prospectus obligations, introduce a harmonised exemption threshold (from 5 June 2026: EUR 12 million per issuer over 12 months, with a Member State option down to EUR 5 million), and introduce new prospectus formats such as the EU Follow-on prospectus.

The European Commission presented its proposal for a new Prospectus Regulation on 30 November 2015 to replace the Prospectus Directive 2003/71/EC, which was considered overly complex and costly. After intensive negotiations, the European Parliament and the Council adopted the regulation on 14 June 2017. It was published in the Official Journal on 30 June 2017 and entered into force on 20 July 2017, with most provisions applying from 21 July 2019.

On 14 November 2024, Regulation (EU) 2024/2809 was published in the Official Journal as part of the EU Listing Act package. It entered into force on 4 December 2024 and introduces phased changes: initial alleviations apply immediately, the EU Follow-on prospectus and the EU Growth issuance prospectus from 5 March 2026, and from 5 June 2026 the harmonised exemption threshold, the standardised prospectus format and the 300-page limit for equity prospectuses. ESMA was mandated to deliver guidelines and technical standards on the new prospectus formats by February 2026.

The Prospectus Regulation applies to all public offerings of securities and admissions to trading on regulated markets in the EU:

• Issuers: Companies offering securities (shares, bonds, derivative securities) to the public or seeking admission to trading on a regulated market.
• Exemptions: Offers below a harmonised threshold (from 5 June 2026: EUR 12 million per issuer over 12 months; Member State option down to EUR 5 million — previously a national choice between EUR 1 million and EUR 8 million) or to qualified investors are exempt from the prospectus requirement.
• Secondary issuances: Issuers with securities already admitted to trading may use the simplified EU Follow-on prospectus (from 5 March 2026), provided the securities have been continuously admitted to trading for at least 18 months.
• SMEs: Small and medium-sized enterprises may use the EU Growth prospectus with reduced disclosure requirements; from 5 March 2026 this is replaced by the new EU Growth issuance prospectus (maximum 75 pages for shares).
• Competent authorities: National securities supervisors approve prospectuses and may grant an EU passport for cross-border distribution.

• Prospectus obligation: An approved prospectus must generally be published before any public offer of securities or admission to trading, unless an exemption applies.
• Content requirements: The prospectus must contain all material information that an investor needs for an informed investment decision — including risk factors, financial information, and business description.
• Summary: Every prospectus must include an easily comprehensible summary of a maximum of seven A4 pages; this limit remains unchanged under the Listing Act.
• Equity prospectus page limit: From 5 June 2026 the equity prospectus body is subject to a maximum of 300 pages (excluding the summary and any information incorporated by reference).
• Approval and EU passport: The prospectus is approved by the competent national authority and may be used across all EU Member States through the notification (passporting) procedure.
• Validity period: An approved prospectus is valid for 12 months; this Art. 12 period remains unchanged under the Listing Act.
• Supplement: In the event of material new circumstances, a supplement must be published, and investors receive a withdrawal right.
• Universal registration document: Frequent issuers may file an annually updated registration document that accelerates the prospectus process.

The entry describes the EU Growth prospectus as a continuing format. The Listing Act replaces it from 5 March 2026 with the 'EU Growth issuance prospectus' (Art. 15a PR, 75-page limit for shares).

The entry presents the threshold as 'EUR 12m, up from EUR 8m'. Imprecise. The Listing Act introduces a harmonised EUR 12m principal threshold from which Member States may derogate to EUR 5m (Art. 3(2) PR); the EUR 1m floor is removed. Applies only from 5 June 2026.

The entry claims an approved prospectus is valid for '18 months for non-equity securities' under the Listing Act. Incorrect. The Art. 12 validity period remains 12 months. The '18 months' relate to the minimum continuous-admission period required to use the EU Follow-on prospectus.

The entry claims the prospectus summary may run to 'ten pages for IPOs' under the Listing Act. This is incorrect. The maximum summary length remains seven A4 pages (Art. 7 PR). The 300-page limit applies to the equity prospectus body, not the summary.